27 Feb 2009 07:46
RNS Number : 9956N
Axis Bank Limited
27 February 2009
SUB : RESULT OF THE POSTAL BALLOT - AXIS BANK
Pursuant to the provisions of Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules 2001, the approval of the shareholders of Axis Bank Limited was sought by Postal Ballot by way of a special resolution under section 31 of the Companies Act, 1956, for alteration of the Articles of Association of the Bank for separating the present post of the Chairman and CEO of the Bank into two separate posts of i) Non-Executive Chairman and ii) Managing Director with effect from 1st August, 2009.
Shri Ashwin Lalbhai Shah, an Advocate of Gujarat High Court, who was appointed as the Scrutinizer to conduct the Postal Ballot process has submitted the following Postal Ballot Result :
| Particulars | No. of Postal Ballot Forms | No. of Votes | % of total Votes |
| Votes in favour of the Resolution | 5983 | **15,86,10,247 (Actual - 22,12,32,553) | **99.89 (Actual - 99.92) |
| Votes against the Resolution | 213 | 1,77,923 | **0.11 (Actual - 0.08) |
| Net valid postal ballot forms | 6196 | **15,87,88,170 (Actual - 22,14,10,476) | 100.00 |
| Number of invalid postal ballot forms received | 231 | 1,85,401 | |
| Votes not Cast | | 19,10,619 | |
| Number of postal ballot forms received | 6427 | 22,15,95,877 | |
**As per the provisions of the Section 12(2) of the Banking Regulation Act, 1949 the votes of the two members each holding shares more than 10% of the total paid up capital of the Bank are considered as 10% (3,58,98,949 votes) of the total votes of all members of the Bank in each case.
As votes cast in favour of the resolution are 99.89% of the total valid votes cast, a special resolution under section 31 of the Companies Act, 1956 as mentioned in the notice of the postal ballot dated 9th January, 2009 for alteration of the Articles of Association of the Bank is passed with the requisite majority.
A certified true copy of the Special Resolution passed by the Members of the Bank with the requisite majority is enclosed.
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTIONS PASSED THROUGH POSTAL BALLOT SENT VIDE NOTICE DATED 09/01/2009 BY THE MEMBERS OF AXIS BANK LIMITED WITH REQUISITE MAJORITY
“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies Act, 1956, the existing Articles of Association of the Company be and are hereby altered in the following manner :
I. Article 2 (A) (viii) be substituted by the new Article 2 (A) (viii) as under:
“Chairman”
(viii) “Chairman” means the Chairman of the Board of the Directors, who functions in a Non-Executive capacity.
II. The following be inserted as Article 2 (A) (xii):
“Managing Director”
(xii) “Managing Director” means a Whole Time Director of the Company who also functions as the Chief Executive Officer of the Company and is responsible for the day-to-day management of the Company.
III. Article 89 (1) be substituted by the new Article 89 (1) as under:
The Board of Directors of the Company shall include :
(a) The Chairman, who shall be nominated by the Specified Undertaking of the Unit Trust of India (SUUTI) and who shall not be liable to retire by rotation;
(b) The Managing Director in whole time employment of the Company, appointed by the Board of Directors of the Company and who shall also not be liable to retire by rotation;
(c) Three Directors nominated by SUUTI.
IV. The principal caption of Articles 118 and 119 be changed to “Chairman, Managing Director and other Whole-Time Directors” from “Chairman and other Whole-Time Directors.”
V. The caption of Article 118 be changed to “Appointment of Chairman, Managing Director and Whole-time Directors” from “Board may appoint Executive Chairman and Whole-time Directors.”
VI. Article 118 (1) be substituted by the new Article 118 (1) as under:
The Board shall, subject to its obtaining approvals of Regulatory Agencies which are required under any law for the time being in force, and subject to the other provisions of these Articles, appoint and re-appoint from time to time one of the Directors to be the Chairman, to act as Non-Executive Chairman, and another of the Directors to be the Managing Director of the Company to act as the Whole-time Managing Director of the Company.
VII. The caption of Article 119 be changed to “Casual or temporary vacancy of Managing Director” from “Casual or temporary vacancy of Chairman.”
VIII. The word “Chairman” wherever appearing in Article 17 (4), 118 (2), 118 (3), 118 (4), 118 (6), 118 (7), 118 (8), 119, 120, 144 (1), 171 be replaced by the words “Managing Director.”
IX. In Article 172 and 173, the word “Chairman”, wherever appearing be replaced by the words “Managing Director.”
“RESOLVED FURTHER THAT the above alteration of the Articles of Association be effective from 1st August, 2009, after the expiry of the term of office of Shri P. J. Nayak, the present Chairman and CEO of the Company.”
P. J. Oza
Company Secretary &
Sr. Vice President (Law)
27/02/2009
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